Obligation Rabobank 1.75% ( XS2025594685 ) en NOK

Rabobank

98.94 % ▲

Pays-bas

XS2025594685 ( en NOK )

1.75% par an ( paiement annuel )

10/07/2024

Prospectus brochure de l'obligation Rabobank XS2025594685 en NOK 1.75%, échéance 10/07/2024

10 000 NOK

500 000 000 NOK

10/07/2024 ( Dans 75 jours )

L'Obligation émise par Rabobank ( Pays-bas ) , en NOK, avec le code ISIN XS2025594685, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/07/2024

FINAL TERMS

COÖPERATIEVE RABOBANK U.A.
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)
Legal Entity Identifier (LEI): DG3RU1DBUFHT4ZF9WN62
COÖPERATIEVE RABOBANK U.A.
AUSTRALIA BRANCH
(Australian Business Number 70 003 917 655)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)
COÖPERATIEVE RABOBANK U.A.
NEW ZEALAND BRANCH
(New Zealand Business Number 9429038354397)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)

EUR 160,000,000,000
Global Medium-Term Note Programme
Due from seven days to perpetuity

SERIES NO: 3215A
TRANCHE NO: 1
NOK 500,000,000 1.750 per cent. Fixed Rate Notes 2019 due 10 July 2024 (the " Notes" )
Issue Price: 100.892 per cent.

Joint Lead Managers
Rabobank International

TD Securities

The date of these Final Terms is 8 July 2019

MiFID II product governance / Retail investors, professional investors and ECPs target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels, subject to
the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
Any person making or intending to make an offer of the Notes may only do so:
(i)
in those Public Offer Jurisdictions mentioned in Paragraph 7(viii) of Part B below, provided
such person is of a kind specified in that paragraph and that the offer is made during the Offer
Period specified in that paragraph; or
(ii)
otherwise in circumstances in which no obligation arises for the Issuer or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Joint Lead Manager has authorised, nor do they authorise, the making of any
offer of Notes in any other circumstances.
PART A -- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions
(the "Conditions") set forth in the Base Prospectus dated 13 May 2019 (the "Base Prospectus") which
constitutes a base prospectus for the purposes of Directive 2003/71/EC, as amended or superseded (the
"Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for
the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base
Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing
at, and copies may be obtained from, Rabobank at Croeselaan 18, 3521 CB Utrecht, the Netherlands
and the principal office of the Paying Agent in Luxembourg, Amsterdam and www.bourse.lu.
Each potential investor in the Notes must determine the suitability of that investment in light of
its own circumstances. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on the value
of the Notes and the impact this investment will have on the potential investor's overall investment
portfolio.

1
Issuer:
Coöperatieve Rabobank U.A.
2
(i)
Series Number:
3215A

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
Norwegian Krone ("NOK")
4

Aggregate nominal amount:

(i)
Series:
NOK 500,000,000

(ii) Tranche:
NOK 500,000,000
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5
Issue Price:
100.892 per cent. of the aggregate nominal
amount
6
(i)
Specified Denominations:
NOK 10,000

(ii) Calculation Amount:
NOK 10,000
7
(i)
Issue Date:
10 July 2019

(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
10 July 2024
9
Interest Basis:
1.750 per cent. Fixed Rate

(further particulars specified below)
10 Change of Interest Basis:
Not Applicable
11 Redemption/Payment Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Maturity Date at 100.00 per cent. of
their nominal amount
12 Alternative Currency Equivalent:
Applicable

(i)
Alternative Currency:
U.S. Dollars

(ii) Alternative Currency Adjudication Agent:
Deutsche Bank AG, London Branch

(iii) Alternative Currency Calculation Agent:
Deutsche Bank AG, London Branch

(iv) Maximum Days of Postponement:
Five (5) Business Days
13 Put/Call Options:
Not Applicable
14 (i) Status of the Notes:
Senior the Terms and Conditions of the
Senior Preferred Notes shall apply

(ii) Domestic Note (if Domestic Note, there will be No
no gross-up for withholding tax):

(iii) Date of approval for issuance of Notes Not Applicable
obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
1.750 per cent. per annum payable annually
in arrear

(ii) Interest Payment Date(s):
10 July in each year, commencing on 10 July
2020 up to and including the Maturity Date

(iii) Fixed Coupon Amount:
NOK 175.00 per Calculation Amount

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction (Condition 1(a)):
Actual/Actual-ICMA

(vi) Determination Date(s) (Condition 1(a)):
10 July in each year
16 Floating Rate Note Provisions
Not Applicable

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PROVISIONS RELATING TO REDEMPTION
17 Call Option
Not Applicable
18 Put Option
Not Applicable
19 Early Redemption Amount

Early Redemption Amount(s) payable per
As set out in the Conditions
Calculation Amount on redemption (a) on the
occurrence of an event of default (Condition 13); or
(b) for illegality (Condition 6(f)); or (c) for taxation
reasons (Condition 6(c)):
20 Final Redemption Amount of each Note
NOK 10,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES
21 Form of Notes
Bearer Notes

Temporary Global Note exchangeable for a
permanent Global Note not earlier than 40
days after the completion of the distribution
of the Tranche of which such Note is a part
nor later than 40 days prior to the first
anniversary of the Issue Date (i.e. 31 May
2020) which is exchangeable for Definitive
Notes in the limited circumstances specified
in the permanent Global Note
22 New Global Notes:
No
23 Financial Centre(s) (Condition 10(h)):
London, Oslo, TARGET.
Condition 10(h)(i)(A) applies.
24 Prohibition of Sales to EEA Retail Investors:
Not Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of
Notes described herein pursuant to the EUR 160,000,000,000 Global Medium-Term Note Programme of
Rabobank.
Signed on behalf of the Issuer
By: Mikey Staats

Duly authorised

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PART B OTHER INFORMATION
1
Listing

(i) Listing:
Luxembourg Stock Exchange

(ii) Admission to trading:
Application has been made for the Notes to
be admitted to trading on Luxembourg
Stock Exchange with effect from 10 July
2019

(iii) Estimate of total expenses related to
EUR 2,850
admission to trading:

(iv) In the case of Notes listed on
Not Applicable
Euronext Amsterdam:
2
Ratings

Rating:
The
Notes
to
be
issued
are
expected to be rated:

Fitch: AA-
As defined by Fitch, an AA rating means
that the Notes are judged to be of a very
high
credit
quality
and
denotes
expectations of very low default risk. It
indicates very strong capacity for
payment of financial commitments and is
not significantly vulnerable to foreseeable
events. The modifier "-" is appended to
denote relative status within the rating
category.

Moody's: Aa3
As defined by Moody's, obligations rated
Aa3 are judged to be of high quality and
are subject to very low credit risk. The
modifier 3 indicates that the obligation
ranks in the lower-range of its generic
rating category.

S&P: A+
As defined by S&P, an A rating means that
the
Notes
are
somewhat
more
susceptible to the adverse effects of
changes in circumstances and economic
conditions than notes in higher-rated
categories. However, the Issuer's
capacity to meet its financial commitment
on the obligation is still strong. The `A'
rating is modified by the addition of a plus
(+) sign to show relative standing within
the `A' rating category.
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Each of Moody's, S&P and Fitch are
established in the EU and registered under
Regulation (EC) No 1060/2009.
3
Interests of natural and legal persons involved in the offer

Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no
person involved in the offer of the Notes has an interest material to the offer. The Joint Lead
Managers and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform other services for,
the Issuer and its affiliates in the ordinary course of business.
4
Reasons for the offer, estimated net proceeds and total expenses

(i) Reasons for the offer:
See "Use of Proceeds" wording in Base
Prospectus

(ii) Estimated net proceeds:
NOK 495,085,000

(iii) Estimated total expenses:
NOK
9,375,000
(comprising
a
management
and
underwriting
commission of NOK 1,250,000 and a
selling concession of NOK 8,125,000)
5
Yield (Fixed Rate Notes only)

Indication of yield:
1.563 per cent.
The yield is calculated at the Issue Date
on the basis of the Issue Price. It is
NOT an indication of future yield.
6
Operational information

(i) Intended to be held in a manner which
No. Whilst the designation is specified
would allow Eurosystem eligibility:
as "no" at the date of these Final
Terms,
should
the
Eurosystem
eligibility criteria be amended in the
future such that the Notes are capable
of meeting them the Notes may then be
deposited with one of the ICSDs as
common safekeeper Note that this
does not necessarily mean that the
Notes will then be recognised as
eligible collateral for Eurosystem
monetary policy and intra day credit
operations by the Eurosystem at any
time during their life. Such recognition
will depend upon the ECB being
satisfied that Eurosystem eligibility
criteria have been met.

(ii) ISIN:
XS2025594685

(iii) Common Code:
202559468

(iv) CFI:
Not Applicable

(v) FISN:
Not Applicable
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(vi) German WKN-code:
A2R4ZF

(vii) Private Placement number:
Not Applicable

(viii) Any
clearing
system(s)
other
than
Not Applicable
Euroclear and Clearstream, Luxembourg and
the relevant number(s):

(ix) Delivery:
Delivery against payment

(x) Names and addresses of additional
Not Applicable
Paying/Delivery Agent(s) (if any):

(xi) Names (and addresses) of Calculation
Deutsche Bank AG, London Branch,
Agent(s):
Winchester House, 1 Great Winchester
Street, London EC2N 2DB, United
Kingdom
7
Distribution

(i) Method of distribution:
Syndicated

(ii) If syndicated, names and addresses of
Joint Lead Managers
Managers:
Coöperatieve
Rabobank
U.A.,
trading as Rabobank London
Thames Court
One Queenhithe
London EC4V 3RL
United Kingdom

The Toronto-Dominion Bank
60 Threadneedle Street
London EC2R 8AP
United Kingdom

(iii) Date of Subscription Agreement:
8 July 2019

(iv) Stabilising Manager(s) (if any):
Not Applicable

(v) Managers' Commission:
1.875 per cent. (comprised of 1.625 per
cent selling concession and 0.25 per
cent. management and underwriting
fee)

(vi) If non-syndicated, name and address of
Not Applicable
Dealer:

(vii) Applicable TEFRA exemption:
TEFRA D

(viii) Non-exempt Offer:
An offer of the Notes may be made by
the Joint Lead Managers and any other
Authorised Offerors in accordance with
paragraph 8 below other than pursuant
to Article 3(2) of the Prospectus
Directive in Germany, Luxembourg, the
Netherlands and the United Kingdom
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(the "Public Offer Jurisdictions")
during the period from 8 July 2019 until
30 days following the Issue Date (i.e. 9
August 2019) (the "Offer Period"). See
further paragraph 8(xiii) below.

(ix) Prohibition of Sales to Belgian Consumers:
Applicable

(x) General Consent:
Applicable
8
General
Applicable

(i) Total amount of the offer; if the amount is
NOK 500,000,000
not fixed, description of the arrangements and
time for announcing the definitive amount to the
public:

(ii) Conditions to which the offer is subject:
Offers of the Notes are conditional on
their issue. As between the Authorised
Offerors and their customers, offers of
the Notes are further subject to
conditions as may be agreed between
them and/or as specified in the
arrangements in place between them.

(iii) Description of the application process:
A prospective Noteholder should
contact the applicable Authorised
Offeror in the applicable Public Offer
Jurisdiction prior to the end of the Offer
Period. A prospective Noteholder will
subscribe for the Notes in accordance
with
the
arrangements
existing
between such Authorised Offeror and
its
customers
relating
to
the
subscription of securities generally.
Noteholders will not be required to
enter
into
any
contractual
arrangements directly with the Issuer in
connection with the subscription of the
Notes.

(iv) Description of possibility to reduce
Not Applicable. The terms of the Public
subscriptions:
Offer do not provide for any reductions
of subscriptions.

(v) Manner for refunding excess amount paid
Not Applicable. The terms of the Public
by applicants:
Offer do not provide for any refunds of
excess amounts paid by applicants.

(vi) Minimum and/or maximum amount of
There are no pre-identified allotment
application:
criteria. The Authorised Offerors will
adopt allotment criteria in accordance
with customary market practices and
applicable laws and regulations.

(vii) Method and time limit for paying up the
Investors will be notified by the relevant
securities and for delivery of the Notes:
Authorised Offeror of their allocations
of
Notes
and
the
settlement
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arrangements in respect thereof. The
Notes will be issued on the Issue Date
against payment to the Issuer of the net
subscription moneys.

(viii) Manner and date on which results of the
Investors will be notified by the
offer are to be made public:
applicable Authorised Offeror of their
allocations of Notes and the settlement
procedures in respect thereof.

(ix) Procedure for exercise of any right of pre-
Not Applicable. The terms of the Public
emption, the negotiability of subscription rights
Offer do not provide for a procedure for
and the treatment of subscription rights not
the exercise of any right of pre-emption
exercised:
or negotiability of subscription rights.

(x) Whether tranche(s) have been reserved for
Not Applicable. The terms of the Public
certain countries.
Offer do not reserve any tranche(s) for
certain countries.

(xi) Process for notification to applicants of the
A prospective Noteholder will receive
amount allotted and the indication whether
100 per cent. of the amount of the
dealing may begin before notification is made:
Notes allocated to it at the end of the
Offer Period. Prospective Noteholders
will be notified by the applicable
Authorised Offeror in accordance with
the arrangements in place between
such Authorised Offeror and the
prospective Noteholders. No dealings
in the Notes on a regulated market for
the purposes of MiFID II (Directive
2014/65/EU) may take place prior to
the Issue Date.

(xii) Amount of any expenses and taxes
Not Applicable. The terms of the Public
specifically charged to the subscriber or
Offer do not provide for any expenses
purchaser:
and/or taxes to be charged to any
subscriber and/or purchaser of the
Notes.

(xiii) Name(s) and address(es), to the extent
The
Initial
Authorised
Offerors
known to the Issuer, of the placers in the various
identified in paragraph 7(viii) above and
countries where the offer takes place:
any additional Authorised Offerors who
have or obtain the Issuer's consent to
use the Base Prospectus in connection
with the Public Offer (together, the
"Authorised Offerors").

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SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included
in a summary relating to the Non-Exempt PD Notes and the Issuer. Because some Elements are not
required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though
an Element may be required to be inserted in the summary because of the nature of the Non-Exempt PD
Notes and the Issuer, it is possible that no relevant information can be given regarding the Element. In
this case, a short description of the Element is included in the summary and marked as "Not Applicable".
References below to the "Notes" shall be read to mean Non-Exempt PD Notes or PD Notes which have
a denomination of less than EUR 100,000 (or its equivalent in other currencies), as the case may be.
Section A Introduction and warnings
Element
Title

A.1
Warning and
This summary must be read as an introduction to the Base
Introduction:
Prospectus.
Any decision to invest in the Notes should be based on a
consideration of the Base Prospectus as a whole, including any
documents incorporated by reference.
Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff may, under the
national legislation of Member States of the European Economic
Area where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have tabled the
summary, including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Base Prospectus or it does not
provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent:
Consent: Subject to the conditions set out below, the Issuer consents to
the use of the Base Prospectus in connection with a Public Offer (as
defined below) of Notes by the Joint Lead Managers, and any financial
intermediary which is authorised to make such offers under the
applicable legislation implementing Directive 2014/65/EU (as amended,
"MiFID II") and publishes on its website the following statement (with the
information in square brackets being completed with the relevant
information):
"We, [insert legal name of financial intermediary], refer to the NOK
500,000,000 1.750 per cent. Fixed Rate Notes 2019 due 10 July 2024
(the "Notes") described in the Final Terms dated 8 July 2019 (the "Final
Terms") published by Coöperatieve Rabobank U.A. (the "Issuer"). We
hereby accept the offer by the Issuer of its consent to our use of the Base
Prospectus (as defined in the Final Terms) in connection with the offer
of the Notes in Germany, Luxembourg, the Netherlands and the United
Kingdom (the "Public Offer") in accordance with the Authorised Offeror
Terms and subject to the conditions to such consent, each as specified
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